June 17st, 2022
To | : | Managing Director |
The Stock Exchange of Thailand | ||
Re | : | The acquisition of investment in Ramnakara Co.,Ltd.'s capital increase shares and status change |
from Associated to Subsidiary. | ||
The board of directors of Rmakhamhaeng Hospital Public Co.,Ltd. No. 015/2022 held on |
June 17th, 2022 passed the following resolution the acquisition of Ramnakara Co.,Ltd.'s capital increase shares by proportion in the amount of 3,686,000 shares and remainder 4,861,615 shares at price 100 baht per share. Ramnakara increased capital from 2,500 to 3,500 million baht. After RAM purchased the Ramnakara's new shares, it will change status from Associated to Subsidiary Company of Ramkhamhaeng. Ram will increase the shareholding from 36.86 % to 50.75 %. Detail of the transactions are as follow:-
1. | Transaction date | |
With in | June, 2022. | |
2. | Parties involved | |
Buyer | : Ramkhamhaeng Hospital Public Co.,Ltd. | |
Seller | : Ramnakara Co.,Ltd. |
Relationship between buyer and seller : Associated Company of Ramkhamhaeng 36.86 % (before capital increase shares).
- Subsidiary Company of Ramkhamhaeng 50.75 % (after capital increase shares).
3. Total value of consideration
The payment will be made by installment for a total amount of 854,761,500 baht.
- Basis used in determination on the value of consideration. At par value.
- Share holding percentage of the company.
Prior | : | 36.82 percent of registered capital. |
After | : | 50.75 percent of registered capital. |
The detail of Ramnakara's shareholders ( before - after capital increase shares ).
ชือ | Before | After | ||||
Number of | %registered | Number of | %registered | |||
shares | share | shares | share | |||
1. | Ramkhamhaeng Hospital Public Co.,Ltd. | 9,214,830 | 36.86 | 17,762,445 | 50.75 | |
2. | Synphaet Hospital Co.,Ltd. | 1,550,000 | 6.20 | 1,550,000 | 4.43 | |
3. | Seriruk Hospital Co.,Ltd. | 1,400,000 | 5.60 | 1,400,000 | 4.00 | |
4. | Miss Phisthida Phanuphattanaphong | 500,000 | 2.00 | 500,000 | 1.43 | |
5. | Mr. Talit Chuen-Im | 350,000 | 1.40 | 500,000 | 1.43 | |
6. | F&S 79 Co.,Ltd. | 405,000 | 1.62 | 405,000 | 1.16 | |
7. | Mrs Anchana Sirivongs | 400,000 | 1.60 | 400,000 | 1.14 | |
8. | Mrs Panja Jiroparth | 392,000 | 1.57 | 392,000 | 1.12 | |
9. | Dr. Pitchaya Somburanasin | 300,000 | 1.20 | 300,000 | 0.86 | |
10. | Minor shareholders | 10,488,170 | 41.95 | 11,790,555 | 33.68 | |
25,000,000 | 100.00 | 35,000,000 | 100.00 |
6. The expected benefits to the company.
RAM purchases to join investment in good hospital project. The company expects to received pay back return rate about 10 % which higher than interest market rate. RAM will received dividend at preferable rate in the future.
7. Sources of Funds
The company will acquire the asset by using its available fund and financing from local finance. 8. General description of the transaction.
The transaction is Acquisition of Asset of Listed Companies, the size of the transaction is 2.36 %
value
of asset. Including the acquisition of assets with in six months, the transaction size is 8.84 %. The size of the transaction is below 15 percents and there is no newly issued share in return of payment. However
the
company will report the transaction to the Stock Exchange of Thailand.
Method | Calculation | Transaction Size (%) | ||||
NTA of the invested fund x proportion of the | ||||||
1. | Asset Value Method | (NTA) | assets acquired | 2.11 | ||
Company's NTA | ||||||
New profit of the invested funds x proportion | ||||||
2. | Net Profit Method | of the asset acquired | 0.00 | |||
The Company's net profit | ||||||
3. | Aggregate Value | of Returns | Value of acquired assets | 2.36 | ||
Method | Net value of the Company's assets | |||||
Number of shares issued to pay for assets | Cannot calculated | |||||
4. | Aggregate Value securities Method | because no issued | ||||
All the Company's issued and paid-up shares | ||||||
new shares. |
9. It is the joint investment for the purpose of establishing a hospital 560 beds on Ramkhamhaeng road in Bangkok Province. The budget of this project about 3,500 million baht. It is expected to start operating
in the end of year 2022.
10. Opinion of the company's audit committee and/or director which are different from the opinion of the board of director. (No)
Yours Faithfully,
(Dr. Chamnan Chanapai)
Managing Director